Macquarie Asset Management Group pushed back against Align Partners Asset Management's claim that key information was omitted during the Gabia tender offer, saying it disclosed everything it was legally required to make public.
On the 4th, Macquarie issued an official statement regarding the petition Align recently filed with the Financial Supervisory Service, saying, "All information that must be disclosed under the law has already been made public."
Align was said to have claimed that the tender offer filing did not sufficiently include the 600 billion won data center investment plan of Corehub, a joint venture (JV) set up by Macquarie and Gabia; the participation of Gabia subsidiary KINX in the project; and the outlook that Gabia's corporate value would rise as the utilization rate at the Gwacheon data center increases.
In response, Macquarie said, "Objective facts such as the establishment of Corehub, KINX's participation in the project, and the utilization rate of the Gwacheon data center are already known to the market," adding, "Disclosing internal estimates and future outlook materials indiscriminately could violate the Financial Investment Services and Capital Markets Act."
It said that projections for Gabia's future revenue and an increase in corporate value from the Corehub investment fall under internal review materials and therefore are not subject to inclusion in the tender offer filing. It also cited that, under the Financial Investment Services and Capital Markets Act, predictive information must be supported by reasonable grounds and assumptions to be disclosed.
It also denied the suspicion that there is a revenue-sharing structure that gives separate benefits to the largest shareholder. Macquarie stressed that, through a corrective disclosure, it already said there are no separate agreements that provide additional benefits to the largest shareholder, such as preferred dividend rights, preferential distribution rights over residual assets, or put options (early redemption rights).
On the possibility of KINX being delisted, it said, "There is currently no plan to delist KINX, and disclosing plans that are not finalized would only create confusion in the market."
Macquarie said, "This tender offer filing was prepared in more detail than similar past cases, and additional information was provided through a voluntary correction. The claim by Align that tender offer information is lacking is 'self-contradictory.'"
Macquarie is conducting a tender offer at 48,000 won per share for remaining shareholders along with acquiring the largest shareholder's equity in Gabia. The tender offer period runs until Sept. 17. Afterward, it plans to make Gabia a wholly owned subsidiary and pursue delisting. Align is the third-largest shareholder, holding 14.29% of Gabia's equity.